2021 Q3 Form 10-Q Financial Statement

#000110465921151780 Filed on December 20, 2021

View on sec.gov

Income Statement

Concept 2021 Q3 2021 Q2
Revenue $0.00 $0.00
YoY Change
Cost Of Revenue
YoY Change
Gross Profit
YoY Change
Gross Profit Margin
Selling, General & Admin
YoY Change
% of Gross Profit
Research & Development
YoY Change
% of Gross Profit
Depreciation & Amortization
YoY Change
% of Gross Profit
Operating Expenses $0.00 $7.380K
YoY Change
Operating Profit $0.00
YoY Change
Interest Expense
YoY Change
% of Operating Profit
Other Income/Expense, Net $0.00
YoY Change
Pretax Income $0.00 -$7.380K
YoY Change
Income Tax
% Of Pretax Income
Net Earnings $0.00 -$7.377K
YoY Change
Net Earnings / Revenue
Basic Earnings Per Share
Diluted Earnings Per Share $0.00 -$295.20
COMMON SHARES
Basic Shares Outstanding
Diluted Shares Outstanding

Balance Sheet

Concept 2021 Q3 2021 Q2
SHORT-TERM ASSETS
Cash & Short-Term Investments
YoY Change
Cash & Equivalents $0.00 $0.00
Short-Term Investments
Other Short-Term Assets
YoY Change
Inventory
Prepaid Expenses
Receivables
Other Receivables
Total Short-Term Assets
YoY Change
LONG-TERM ASSETS
Property, Plant & Equipment
YoY Change
Goodwill
YoY Change
Intangibles
YoY Change
Long-Term Investments
YoY Change
Other Assets $563.4K $666.7K
YoY Change
Total Long-Term Assets
YoY Change
TOTAL ASSETS
Total Short-Term Assets
Total Long-Term Assets
Total Assets $563.4K $666.7K
YoY Change
SHORT-TERM LIABILITIES
YoY Change
Accounts Payable
YoY Change
Accrued Expenses $426.9K $530.3K
YoY Change
Deferred Revenue
YoY Change
Short-Term Debt $118.8K $118.8K
YoY Change
Long-Term Debt Due
YoY Change
Total Short-Term Liabilities $545.8K $649.1K
YoY Change
LONG-TERM LIABILITIES
Long-Term Debt $0.00 $0.00
YoY Change
Other Long-Term Liabilities
YoY Change
Total Long-Term Liabilities $0.00 $0.00
YoY Change
TOTAL LIABILITIES
Total Short-Term Liabilities $545.8K $649.1K
Total Long-Term Liabilities $0.00 $0.00
Total Liabilities $545.8K $649.1K
YoY Change
SHAREHOLDERS EQUITY
Retained Earnings -$7.377K
YoY Change
Common Stock
YoY Change
Preferred Stock
YoY Change
Treasury Stock (at cost)
YoY Change
Treasury Stock Shares
Shareholders Equity $17.62K $0.00
YoY Change
Total Liabilities & Shareholders Equity $563.4K $666.7K
YoY Change

Cashflow Statement

Concept 2021 Q3 2021 Q2
OPERATING ACTIVITIES
Net Income $0.00 -$7.377K
YoY Change
Depreciation, Depletion And Amortization
YoY Change
Cash From Operating Activities $0.00 $0.00
YoY Change
INVESTING ACTIVITIES
Capital Expenditures
YoY Change
Acquisitions
YoY Change
Other Investing Activities
YoY Change
Cash From Investing Activities
YoY Change
FINANCING ACTIVITIES
Cash Dividend Paid
YoY Change
Common Stock Issuance & Retirement, Net
YoY Change
Debt Paid & Issued, Net
YoY Change
Cash From Financing Activities
YoY Change
NET CHANGE
Cash From Operating Activities 0.000 0.000
Cash From Investing Activities
Cash From Financing Activities
Net Change In Cash 0.000 0.000
YoY Change
FREE CASH FLOW
Cash From Operating Activities $0.00 $0.00
Capital Expenditures
Free Cash Flow
YoY Change

Facts In Submission

Frame Concept Type Concept / XBRL Key Value Unit
dei Entity Tax Identification Number
EntityTaxIdentificationNumber
00-0000000
dei Entity Address State Or Province
EntityAddressStateOrProvince
DE
CY2021Q3 us-gaap Commitments And Contingencies
CommitmentsAndContingencies
CY2021Q3 us-gaap Preferred Stock Value
PreferredStockValue
dei Entity Central Index Key
EntityCentralIndexKey
0001856995
dei Current Fiscal Year End Date
CurrentFiscalYearEndDate
--12-31
dei Document Fiscal Year Focus
DocumentFiscalYearFocus
2021
dei Document Fiscal Period Focus
DocumentFiscalPeriodFocus
Q3
us-gaap Shortterm Debt Average Outstanding Amount
ShorttermDebtAverageOutstandingAmount
0
dei Amendment Flag
AmendmentFlag
false
mcaau Transition Report
TransitionReport
false
CY2021Q3 us-gaap Preferred Stock Shares Outstanding
PreferredStockSharesOutstanding
0
CY2021Q3 us-gaap Preferred Stock Shares Outstanding
PreferredStockSharesOutstanding
0
mcaau Threshold Business Days For Redemption Of Public Shares
ThresholdBusinessDaysForRedemptionOfPublicShares
P10D
mcaau Redemption Of Shares Calculated Based On Number Of Business Days Prior To Consummation Of Business Combination
RedemptionOfSharesCalculatedBasedOnNumberOfBusinessDaysPriorToConsummationOfBusinessCombination
P2D
dei Document Type
DocumentType
10-Q
dei Document Quarterly Report
DocumentQuarterlyReport
true
dei Document Period End Date
DocumentPeriodEndDate
2021-09-30
dei Document Transition Report
DocumentTransitionReport
false
dei Entity Registrant Name
EntityRegistrantName
MOUNTAIN & CO. I ACQUISITION CORP.
dei Entity Incorporation State Country Code
EntityIncorporationStateCountryCode
KY
dei Entity File Number
EntityFileNumber
333-259034
dei Entity Address Address Line1
EntityAddressAddressLine1
4001 Kennett Pike, Suite 302
dei Entity Address City Or Town
EntityAddressCityOrTown
Wilmington
dei Entity Address Postal Zip Code
EntityAddressPostalZipCode
19807
dei Entity Address Postal Zip Code
EntityAddressPostalZipCode
19807
dei City Area Code
CityAreaCode
302
dei Local Phone Number
LocalPhoneNumber
273 0765
dei Entity Current Reporting Status
EntityCurrentReportingStatus
No
dei Entity Interactive Data Current
EntityInteractiveDataCurrent
Yes
dei Entity Filer Category
EntityFilerCategory
Non-accelerated Filer
dei Entity Small Business
EntitySmallBusiness
true
dei Entity Emerging Growth Company
EntityEmergingGrowthCompany
true
dei Entity Ex Transition Period
EntityExTransitionPeriod
false
dei Entity Shell Company
EntityShellCompany
true
CY2021Q3 us-gaap Deferred Costs
DeferredCosts
563379
CY2021Q3 us-gaap Assets
Assets
563379
CY2021Q3 mcaau Accrued Offering Costs
AccruedOfferingCosts
426923
CY2021Q3 us-gaap Notes Payable Related Parties Classified Current
NotesPayableRelatedPartiesClassifiedCurrent
118833
CY2021Q3 us-gaap Liabilities Current
LiabilitiesCurrent
545756
CY2021Q2 us-gaap Preferred Stock Par Or Stated Value Per Share
PreferredStockParOrStatedValuePerShare
0.0001
CY2021Q2 us-gaap Preferred Stock Par Or Stated Value Per Share
PreferredStockParOrStatedValuePerShare
0.0001
CY2021Q3 us-gaap Preferred Stock Par Or Stated Value Per Share
PreferredStockParOrStatedValuePerShare
0.0001
CY2021Q2 us-gaap Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
5000000
CY2021Q2 us-gaap Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
5000000
CY2021Q3 us-gaap Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
5000000
CY2021Q2 us-gaap Preferred Stock Shares Issued
PreferredStockSharesIssued
0
CY2021Q2 us-gaap Preferred Stock Shares Issued
PreferredStockSharesIssued
0
CY2021Q3 us-gaap Preferred Stock Shares Issued
PreferredStockSharesIssued
0
CY2021Q3 us-gaap Additional Paid In Capital
AdditionalPaidInCapital
24425
CY2021Q3 us-gaap Retained Earnings Accumulated Deficit
RetainedEarningsAccumulatedDeficit
-7377
CY2021Q3 us-gaap Stockholders Equity
StockholdersEquity
17623
CY2021Q3 us-gaap Liabilities And Stockholders Equity
LiabilitiesAndStockholdersEquity
563379
CY2021Q3 us-gaap Operating Costs And Expenses
OperatingCostsAndExpenses
0
us-gaap Operating Costs And Expenses
OperatingCostsAndExpenses
7377
CY2021Q3 us-gaap Operating Income Loss
OperatingIncomeLoss
0
us-gaap Operating Income Loss
OperatingIncomeLoss
-7377
CY2021Q2 us-gaap Stock Issued During Period Value New Issues
StockIssuedDuringPeriodValueNewIssues
25000
CY2021Q2 us-gaap Net Income Loss
NetIncomeLoss
-7377
us-gaap Increase Decrease In Accrued Liabilities
IncreaseDecreaseInAccruedLiabilities
7377
CY2021Q2 us-gaap Stockholders Equity
StockholdersEquity
17623
CY2021Q3 us-gaap Stockholders Equity
StockholdersEquity
17623
us-gaap Profit Loss
ProfitLoss
-7377
us-gaap Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Including Exchange Rate Effect
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect
0
CY2021Q2 us-gaap Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
0
CY2021Q3 us-gaap Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
0
mcaau Accrued Deferred Offering Costs
AccruedDeferredOfferingCosts
419546
mcaau Deferred Offering Costs Under Promissory Note
DeferredOfferingCostsUnderPromissoryNote
118833
mcaau Deferred Offering Costs Paid By Sponsor In Exchange Of Ordinary Shares
DeferredOfferingCostsPaidBySponsorInExchangeOfOrdinaryShares
25000
mcaau Stock Issued During Period Value Founder Shares Forfeiture
StockIssuedDuringPeriodValueFounderSharesForfeiture
144
us-gaap Nature Of Operations
NatureOfOperations
<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-weight:bold;margin:0pt 0pt 12pt 0pt;">Note 1 —  Description of Organization, Business Operations and Liquidity</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Mountain &amp; Co. I Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on April 16, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses or entities (the “Business Combination”). The Company has not selected any Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">As of September 30, 2021, the Company had not commenced any operations. All activity for the period from April 16, 2021 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering described below. The Company will not generate any operating revenues at the earliest until after the completion of its initial Business Combination. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering (as defined below). The Company has selected December 31 as its fiscal year end.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Company’s Sponsor is Mountain &amp; Co. I Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The registration statement for the Company’s IPO was declared effective on November 4, 2021 (the “Effective Date”). On November 9, 2021, the Company consummated its IPO of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”) (or 23,000,000 units if the underwriters’ over-allotment option is exercised in full) at $10.00 per Unit, which is discussed in Note 3 (the “Public Offering”) and the sale of 12,000,000 warrants (or 13,500,000 warrants if the underwriters’ over-allotment option is exercised in full) (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor that closed simultaneously with the Public Offering.  On November 12, 2021, the underwriters exercised their full over-allotment option, resulting in an addition 3,000,000 units purchased and $30,000,000 in additional gross proceeds for aggregate units purchased of 23,000,000 and aggregate gross proceeds of $230,000,000 from both the IPO and over-allotment option exercise (see Note 8).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Transaction costs related to the IPO and the exercise of the over-allotment option amounted to $13,406,427 consisting of $4,600,000 of underwriting commissions, $8,050,000 of deferred underwriting fees and $756,427 of other cash offering costs. </p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Company must consummate an initial Business Combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (as defined below) (excluding the amount of any deferred underwriting discount held in trust) at the time of its signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete such Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Company does not believe that their anticipated principal activities will subject them to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), the Company intends to avoid being deemed an “investment company” within the meaning of the Investment Company Act. This offering is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the amended and restated memorandum and articles of association (A) to modify the substance or timing of its obligation to provide holders of the Company’s Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of public shares if the Company does not complete its initial Business Combination within 15 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a Business Combination) or (B) with respect to any other provision relating to the rights of holders of Class A ordinary shares; or (iii) absent its completing an initial Business Combination within 15 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a Business Combination), the return of the funds held in the trust account to the public shareholders as part of the redemption of the public shares. If the Company does not invest the proceeds as discussed above, the Company may be deemed to be subject to the Investment Company Act. If the Company were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which the Company has not allotted funds and may hinder the ability to complete a Business Combination. If the Company has not consummated the initial Business Combination within the required time period, the public shareholders may receive only approximately $10.30 per public share, or less in certain circumstances, on the liquidation of the trust account and the warrants will expire worthless.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Following the closing of the IPO on November 9, 2021, and subsequent close of the over-allotment option exercise on November 12, 2021, a total of $236,900,000, comprised of $225,400,000 of the net proceeds from the IPO, including $8,050,000 of the underwriters’ deferred discount, and $11,500,000 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer &amp; Trust Company, acting as trustee (see Note 8).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirement or whether the Company were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of <span style="-sec-ix-hidden:Hidden_wvbG8_NamU21GZQy2c5mjA;"><span style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:normal;font-weight:normal;">two</span></span> business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the trust account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.30 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”  In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">If the Company has not consummated an initial Business Combination within 15 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a Business Combination), the proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to pay income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of its public shares, as further described herein. Any redemption of public shareholders from the trust account will be effected automatically by function of the amended and restated memorandum and articles of association prior to any voluntary winding up. If the Company were required to wind up, liquidate the trust account and distribute such amount therein, pro rata, to its public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond 15 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a Business Combination) before the redemption proceeds of the trust account become available to them, and they receive the return of their pro rata portion of the proceeds from the trust account. The Company has no obligation to return funds to investors prior to the date of the redemption or liquidation unless, prior thereto, the Company consummated its initial Business Combination or amend certain provisions of the amended and restated memorandum and articles of association, and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon the redemption or any liquidation will public shareholders be entitled to distributions if the Company does not complete its initial Business Combination and do not amend certain provisions of the amended and restated memorandum and articles of association. The amended and restated memorandum and articles of association will provide that, if the Company winds up for any other reason prior to the consummation of its initial Business Combination, the Company will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than <span style="-sec-ix-hidden:Hidden_1E3qUFoVN0WI0LZaSDxrTQ;"><span style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:normal;font-weight:normal;">ten</span></span> business days thereafter, subject to applicable Cayman Islands law.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the trust account with respect to their Founder Shares if the Company fails to complete its initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame; and (iv) vote any Founder Shares held by them and any public shares purchased during or after the Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Company will have until 15 months from the closing of the Public Offering to complete a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination within 15 months, the Company may extend the period of time to consummate a Business Combination by an additional three months (for a total of 18 months to complete a Business Combination (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $2,000,000, or $2,300,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per Public Share in either case), on or prior to the date of the deadline.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.30 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.30 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for the initial Business Combination and redemptions could be reduced to less than $10.30 per public share. In such event, the Company may not be able to complete the initial Business Combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:italic;margin:0pt 0pt 12pt 0pt;"><span style="font-weight:bold;">Liquidity and Capital Resources</span></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">As of September 30, 2021, the Company had no cash in its operating bank account and working capital deficit of $545,756. Following consummation of the IPO on November 9, 2021, the Company had $1,835,855 of cash in its operating bank account and working capital of $845,684.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Company’s liquidity needs up to September 30, 2021 have been satisfied through the payment of certain offering costs by Sponsor of $25,000 (see Note 5) for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of $500,000 (see Note 5). In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of September 30, 2021, there were no amounts outstanding under any Working Capital Loans.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt;">Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt;"><span style="visibility:hidden;">​</span></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:italic;font-weight:bold;margin:0pt 0pt 12pt 0pt;">Risks and Uncertainties</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt;">Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, and/or search for a target company, the specific impact is not readily determinable as of the date of this financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.</p>
mcaau Condition For Future Business Combination Number Of Businesses Minimum
ConditionForFutureBusinessCombinationNumberOfBusinessesMinimum
1
CY2021Q4 mcaau Units Issued During Period Shares New Issues
UnitsIssuedDuringPeriodSharesNewIssues
23000000
CY2021Q4 us-gaap Proceeds From Issuance Initial Public Offering
ProceedsFromIssuanceInitialPublicOffering
230000000
CY2021Q4 mcaau Transaction Costs
TransactionCosts
13406427
CY2021Q4 mcaau Sale Of Stock Underwriting Fees
SaleOfStockUnderwritingFees
4600000
CY2021Q4 mcaau Deferred Offering Costs Noncurrent
DeferredOfferingCostsNoncurrent
8050000
CY2021Q4 mcaau Sale Of Stock Other Offering Costs
SaleOfStockOtherOfferingCosts
756427
mcaau Threshold Minimum Aggregate Fair Market Value As Percentage Of Assets Held In Trust Account
ThresholdMinimumAggregateFairMarketValueAsPercentageOfAssetsHeldInTrustAccount
0.80
mcaau Threshold Percentage Of Outstanding Voting Securities Of Target To Be Acquired By Post Transaction Company To Complete Business Combination
ThresholdPercentageOfOutstandingVotingSecuritiesOfTargetToBeAcquiredByPostTransactionCompanyToCompleteBusinessCombination
0.50
mcaau Maturity Period Of Investments In Money Market Funds
MaturityPeriodOfInvestmentsInMoneyMarketFunds
P185D
mcaau Percentage Obligation To Redeem Public Shares If Entity Does Not Complete Business Combination
PercentageObligationToRedeemPublicSharesIfEntityDoesNotCompleteBusinessCombination
1
mcaau Number Of Months Within Consummated Initial Business Combination From Closing Of Offering To Redeem Shares
NumberOfMonthsWithinConsummatedInitialBusinessCombinationFromClosingOfOfferingToRedeemShares
P15M
mcaau Number Of Months If Entity Does Not Consummated Initial Business Combination Within15 Months From Closing Of Offering To Redeem Shares
NumberOfMonthsIfEntityDoesNotConsummatedInitialBusinessCombinationWithin15MonthsFromClosingOfOfferingToRedeemShares
P18M
mcaau Number Of Months Within Consummated Initial Business Combination From Closing Of Offering To Redeem Shares
NumberOfMonthsWithinConsummatedInitialBusinessCombinationFromClosingOfOfferingToRedeemShares
P15M
mcaau Number Of Months If Entity Does Not Consummated Initial Business Combination Within15 Months From Closing Of Offering To Redeem Shares
NumberOfMonthsIfEntityDoesNotConsummatedInitialBusinessCombinationWithin15MonthsFromClosingOfOfferingToRedeemShares
P18M
CY2021Q3 mcaau Redemption Price Per Share
RedemptionPricePerShare
10.30
CY2021Q4 us-gaap Proceeds From Issuance Or Sale Of Equity
ProceedsFromIssuanceOrSaleOfEquity
236900000
CY2021Q4 mcaau Underwriters Deferred Discount
UnderwritersDeferredDiscount
8050000
CY2021Q3 mcaau Redemption Price Per Share
RedemptionPricePerShare
10.30
CY2021Q3 mcaau Condition For Future Business Combination Threshold Net Tangible Assets
ConditionForFutureBusinessCombinationThresholdNetTangibleAssets
5000001
mcaau Number Of Months Within Consummated Initial Business Combination From Closing Of Offering To Redeem Shares
NumberOfMonthsWithinConsummatedInitialBusinessCombinationFromClosingOfOfferingToRedeemShares
P15M
mcaau Number Of Months If Entity Does Not Consummated Initial Business Combination Within15 Months From Closing Of Offering To Redeem Shares
NumberOfMonthsIfEntityDoesNotConsummatedInitialBusinessCombinationWithin15MonthsFromClosingOfOfferingToRedeemShares
P18M
mcaau Maximum Allowed Dissolution Expenses
MaximumAllowedDissolutionExpenses
100000
mcaau Number Of Months Within Consummated Initial Business Combination From Closing Of Offering To Redeem Shares
NumberOfMonthsWithinConsummatedInitialBusinessCombinationFromClosingOfOfferingToRedeemShares
P15M
mcaau Number Of Months If Entity Does Not Consummated Initial Business Combination Within15 Months From Closing Of Offering To Redeem Shares
NumberOfMonthsIfEntityDoesNotConsummatedInitialBusinessCombinationWithin15MonthsFromClosingOfOfferingToRedeemShares
P18M
mcaau Percentage Obligation To Redeem Public Shares If Entity Does Not Complete Business Combination
PercentageObligationToRedeemPublicSharesIfEntityDoesNotCompleteBusinessCombination
1
mcaau Number Of Months Within Consummated Initial Business Combination From Closing Of Offering To Redeem Shares
NumberOfMonthsWithinConsummatedInitialBusinessCombinationFromClosingOfOfferingToRedeemShares
P15M
mcaau Monthstocompleteacquisition
Monthstocompleteacquisition
15
mcaau Number Of Months Within Consummated Initial Business Combination From Closing Of Offering To Redeem Shares
NumberOfMonthsWithinConsummatedInitialBusinessCombinationFromClosingOfOfferingToRedeemShares
P15M
mcaau Number Of Months If Entity Does Not Consummated Initial Business Combination Within15 Months From Closing Of Offering To Redeem Shares
NumberOfMonthsIfEntityDoesNotConsummatedInitialBusinessCombinationWithin15MonthsFromClosingOfOfferingToRedeemShares
P18M
CY2021Q3 mcaau Fund Held In Trust Account Per Public Share
FundHeldInTrustAccountPerPublicShare
0.10
CY2021Q3 mcaau Redemption Price Per Share
RedemptionPricePerShare
10.30
CY2021Q3 mcaau Redemption Price Per Share
RedemptionPricePerShare
10.30
CY2021Q3 mcaau Redemption Price Per Share
RedemptionPricePerShare
10.30
CY2021Q3 us-gaap Cash And Cash Equivalents At Carrying Value
CashAndCashEquivalentsAtCarryingValue
0
mcaau Working Capital
WorkingCapital
-545756
CY2021Q4 us-gaap Cash And Cash Equivalents At Carrying Value
CashAndCashEquivalentsAtCarryingValue
1835855
CY2021Q4 mcaau Working Capital
WorkingCapital
845684
us-gaap Use Of Estimates
UseOfEstimates
<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-weight:bold;margin:0pt 0pt 12pt 0pt;"><span style="font-style:italic;">Use of Estimates</span></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The preparation of the financial statement in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.</p>
us-gaap Adjustments To Additional Paid In Capital Stock Issued Issuance Costs
AdjustmentsToAdditionalPaidInCapitalStockIssuedIssuanceCosts
13406427
CY2021Q3 us-gaap Deferred Offering Costs
DeferredOfferingCosts
563379
CY2021Q3 us-gaap Unrecognized Tax Benefits
UnrecognizedTaxBenefits
0
CY2021Q3 us-gaap Unrecognized Tax Benefits Income Tax Penalties And Interest Accrued
UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued
0
us-gaap Concentration Risk Credit Risk
ConcentrationRiskCreditRisk
<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:italic;font-weight:bold;margin:0pt 0pt 12pt 0pt;">Concentration of Credit Risk</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Company coverage of $250,000. The Company has not experienced losses on this account.</p>
CY2021Q3 us-gaap Cash Fdic Insured Amount
CashFDICInsuredAmount
250000
CY2021Q3 mcaau Maximum Number Of Demands For Registration Of Securities
MaximumNumberOfDemandsForRegistrationOfSecurities
3
CY2021Q3 us-gaap Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
5000000
CY2021Q3 us-gaap Preferred Stock Par Or Stated Value Per Share
PreferredStockParOrStatedValuePerShare
0.0001
CY2021Q3 us-gaap Preferred Stock Shares Issued
PreferredStockSharesIssued
0

Files In Submission

Name View Source Status
0001104659-21-151780-index-headers.html Edgar Link pending
0001104659-21-151780-index.html Edgar Link pending
0001104659-21-151780.txt Edgar Link pending
0001104659-21-151780-xbrl.zip Edgar Link pending
FilingSummary.xml Edgar Link unprocessable
Financial_Report.xlsx Edgar Link pending
mcaau-20210930.xsd Edgar Link pending
mcaau-20210930x10q.htm Edgar Link pending
mcaau-20210930x10q_htm.xml Edgar Link completed
mcaau-20210930xex31d1.htm Edgar Link pending
mcaau-20210930xex31d2.htm Edgar Link pending
mcaau-20210930xex32d1.htm Edgar Link pending
mcaau-20210930xex32d2.htm Edgar Link pending
mcaau-20210930_cal.xml Edgar Link unprocessable
mcaau-20210930_def.xml Edgar Link unprocessable
mcaau-20210930_lab.xml Edgar Link unprocessable
mcaau-20210930_pre.xml Edgar Link unprocessable
MetaLinks.json Edgar Link pending
R1.htm Edgar Link pending
R10.htm Edgar Link pending
R11.htm Edgar Link pending
R12.htm Edgar Link pending
R13.htm Edgar Link pending
R14.htm Edgar Link pending
R15.htm Edgar Link pending
R16.htm Edgar Link pending
R17.htm Edgar Link pending
R18.htm Edgar Link pending
R19.htm Edgar Link pending
R2.htm Edgar Link pending
R20.htm Edgar Link pending
R21.htm Edgar Link pending
R22.htm Edgar Link pending
R23.htm Edgar Link pending
R24.htm Edgar Link pending
R25.htm Edgar Link pending
R26.htm Edgar Link pending
R27.htm Edgar Link pending
R28.htm Edgar Link pending
R3.htm Edgar Link pending
R4.htm Edgar Link pending
R5.htm Edgar Link pending
R6.htm Edgar Link pending
R7.htm Edgar Link pending
R8.htm Edgar Link pending
R9.htm Edgar Link pending
report.css Edgar Link pending
Show.js Edgar Link pending